Directors Report of Methodhub Software Ltd.

Mar 31, 2024

Your Directors are pleased to present the 8^th Report of the Board of Directors of your Company along
with the Audited Financial Statements for the period ended 31.03.2024.

1. Financial summary or highlights:

The financial summary of the Company is as under:

STANDALONE	FY 2023-24	FY 2022-23
FINANCIAL RESULTS	(Rupees in Thousands)	(Rupees in Thousands)
Gross Income	5,04,438	3,59,175
Gross Expenditure	4,43,305	3,42,359
Profit /(Loss) Before Tax	61,133	16,186
Less: Tax Expenses
Current Tax	7,129	-
Deferred Tax	-73	3,370
Profit /(Loss) After Tax	54,077	13,446

CONSOLIDATED FINANCIAL RESULTS	FY 2023-24 (Rupees in Thousands)	FY 2022-23 (Rupees in Thousands)
Gross Income	5,75,874	3,59,175
Gross Expenditure	5,14,686	3,42,359
Profit /(Loss) Before Tax	61,188	16,816
Less: Tax Expenses
Current Tax	7,183	--
Deferred Tax	-73	3,370
Profit /(Loss) After Tax	54,078	13,446

2. The state of the company’s affairs: (in Thousands)

The Management is very confident of getting improvements in the business of the Company. The
Company has earned Rs. 4,96,712/- (in Thousands) from its business operations during the year, as
compared to Rs. 3,54,895/- (in Thousands) during the previous year. However, during the year the
company has earned a profit of Rs. 54,077/- (in Thousands) as compared to profit of Rs. 13,447/-
(in Thousands) during the previous year.

3. Change in the nature of business, if any:

There was no Change in the nature of the business carried on by the Company during the F.Y 2023¬
24.

4. Details of directors or key managerial personnel who were appointed or have resigned during
the year:

During the year there were no changes in the constitution of Board of Directors:

The following were the directors and/or key managerial personnel of the Company as on
31.03.2024:

Sl. No.	Name	DIN	Designation
1.	Mr. Prasanna Dhandapani	02187044	Director
2.	Mr. Satinder Mohan Mohindra	02767144	Director

5. The amounts, if any, which it proposes to carry to any reserves:

The Company has not transferred amount to any reserves during the financial year 2023-24.

6. Changes in Share Capital of the Company, if any:

During the year, with the approval of Members in the Extra-Ordinary General Meeting held on
02.02.2024 the Company have increased the Authorised Share Capital of the Company from Rs.
1,50,00,000 (Rupees One Crore Fifty Lakhs Only) divided into 15,00,000 (Fifteen Lakhs) Equity
Shares of Rs. 10/- each (Rupees Ten Only) to Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided
into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- (Rupees Ten Only) each.

Further, the Company had following changes in its Paid up Share Capital during the year under
review:-

Sr. No.	Date of Event	Event	Equity Shares (Nos.)
	Total Nos. of Paid-up Shares as on 31.03.2023		13,60,000
1.	07.03.2024	Allotment of Equity Shares	6,20,000
2.	18.03.2024	Allotment of Equity Shares	4,00,000
3.	29.03.2024	Allotment of Equity Shares	9,50,000
4.	30.03.2024	Allotment of Equity Shares	10,000
	Total Paid-up Shares as on 31.03.2024		33,40,000

7. Buy back of shares of the Company:

During the year under review there were no buy back of shares of the Company.

8. Details of issue of equity shares with differential rights:

During the year the company has not issued any equity shares with differential rights. However,
disclosure pursuant to Section 43 of the Companies Act, 2013 read with Rule 4 of The Companies
(Share Capital and Debentures) Rules, 2014 is as under;

(a) the total number of shares allotted with differential rights;	Nil
(b) the details of the differential rights relating to voting rights and dividends;	Not Applicable
(c) the percentage of the shares with differential rights to the total post issue equity share capital with differential rights issued at any point of time and percentage of voting rights which the equity share capital with differential voting right	Nil

shall carry to the total voting right of the aggregate equity share capital;
(d) the price at which such shares have been issued;	Nil
(e) the particulars of promoters, directors or key managerial personnel to whom such shares are issued;	Not Applicable
(f) the change in control, if any, in the company consequent to the issue of equity shares with differential voting rights;	Not Applicable
(g) the diluted Earning Per Share pursuant to the issue of each class of shares, calculated in accordance with the applicable accounting standards;	Not Applicable
(h) the pre and post issue shareholding pattern along with voting rights in the format specified under sub-rule (2) of rule 4.	Not Applicable

9. Disclosure regarding Employee Stock Options:

During the year, the Company has not formed any Employees Stock Option Scheme.

The following are the disclosure for the year as required under Rule 12(9) of The Companies (Share
Capital and Debentures) Rules, 2014.

Options granted	Nil
Options vested	Nil
Options exercised	Nil
The total number of shares arising as a result of exercise of option	Nil
Options lapsed;	Nil
the exercise price;	Nil
variation of terms of options;	Nil
money realized by exercise of options;	Nil
total number of options in force;	Nil
employee wise details of options granted to;-
i. key managerial personnel;	Nil
ii. any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil
iii. identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	Nil

10. The amount, if any, which it recommends should be paid by way of dividend:

The Board of Directors do not recommend to pay dividend, in order to conserve the resources of
the company for future growth.

11. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report:

There has been no material changes and commitments affecting the financial position of the
Company which has occurred between the end of the financial statements of the Company to which
the financial statements relate and the date of report.

12. The web address, if any, where annual return referred to in sub-section (3) of section 92 has
been placed:

Pursuant to Section 134(3)(a) Companies Act, 2013 your company shall place the annual return as
referred to in Section 92(3) of the Companies Act, 2013 in the web address of the company.

A copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is available
on the Company’s website i.e., www.methodhub.in for the kind perusal and information.

13. Names of companies which have become or ceased to be its Subsidiaries, joint ventures or
associate companies during the year:

As on March 31, 2024, the Company has following Subsidiaries, joint ventures or associate
companies.

Sl. No.	Name	Subsidiary/Joint Venture/Associate
1	Braincpaitol Technologies	Subsidiary w.e.f 01/04/2023

14. Highlights of performance of subsidiaries, associates and joint venture companies and their
contribution to the overall performance of the company during the period:

Highlights of performance of subsidiaries, associates and joint venture companies, if any, and their
contribution to the overall performance of the company during the period are disclosed in Form
AOC-1 annexed to this report as “Annexure - A”.

15. Number of meetings of the Board:

The Board met Seventeen (17) times during the financial year 2023-24 as listed in the table below.
The maximum interval between any two meetings did not exceed 120 days.

Sl. No.	Date of Board Meeting	Total Number of Directors associated as on the date of meeting	Attendance
			No. of Directors attended	% of attendance
1.	06.05.2023	2	2	100
2.	07.06.2023	2	2	100
3.	14.08.2023	2	2	100
4.	01.09.2023	2	2	100
5.	05.09.2023	2	2	100
6.	25.09.2023	2	2	100
7.	16.10.2023	2	2	100
8.	17.11.2023	2	2	100
9.	04.01.2024	2	2	100
10.	09.01.2024	2	2	100
11.	16.02.2024	2	2	100
12.	23.02.2024	2	2	100
13.	07.03.2024	2	2	100
14.	08.03.2024	2	2	100
15.	18.03.2024	2	2	100
16.	29.03.2024	2	2	100
17.	30.03.2024	2	2	100

16. Directors’ Responsibility Statement:

The Director’s Responsibility Statement referred to in clause (c) of Sub - Section (3) of Section
134 of the Companies Act, 2013 shall state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively. The Company being unlisted company, statement under this clause is not
applicable

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

17. Details in respect of frauds reported by the auditors under Sub-Section (12) of Section 143
other than those which are reportable to the Central Government:

During the year there were no instances of frauds reported by the auditors under Sub-Section (12)
of Section 143 other than those which are reportable to the Central Government.

18. A statement on declaration given by independent directors under sub-section (6) of Section
149:

The Company, being a Private Limited Company, is not required to appoint Independent Directors
under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors)
Rules, 2014. Hence this is not applicable to our company.

19. In case of a company covered under Sub-Section (1) of Section 178, company’s policy on
directors’ appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under sub-section
(3) of section 178:

The Company, being a Private Limited Company, is not required to constitute a Nomination and
Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship
Committee under Section 178(5) of the Companies Act, 2013.

20. Explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made:

(i) by the auditor in his report:

The Auditors'' Report does not contain any qualification, reservation or adverse remark or
disclaimers. Notes to Accounts and Auditors'' remarks in their report are self-explanatory and
do not call for any further comments.

(ii) by the company secretary in practice in his secretarial audit report:

The Company does not fall under the purview of Section 204 of the Companies Act, 2013.
Hence this is not applicable to our company.

21. Particulars of loans, guarantees or investments under Section 186:

The Company has neither given any loan or guarantee, nor has made any investment during the
year under report attracting the provision of Section 186 of the Companies Act, 2013.

22. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1)
of Section 188 in the Form AOC-2:

Particulars of contracts or arrangements with its related parties, if any, as referred under Section
188 of the Companies Act, 2013 is disclosed in the Form AOC-02 annexed to this report as
“Annexure - B ”.

23. Particulars of Loans given by the Directors and/or their relatives to the Company:

During the year the Company has not received any loan from its Directors and/or their relatives.

24. The conservation of energy, technology absorption, foreign exchange earnings and outgo:

The details of the conservation of energy, technology absorption, foreign exchange earnings and
outgo, information required to be disclosed under Section 134(3)(m) of the Companies Act, 2013
read with rule 8(3) the Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy;	The Company is continuously striving towards improving the energy performance wherever it can. Your Company being not a major power consumer, the expenditure made on this account constitutes a small percentage on the total cost and hence, does not impact much.
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipment’s;
(B) Technology absorption-
(i) the efforts made towards technology absorption;	Nil
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;	Nil
(b) the year of import;	Nil
(c) whether the technology been fully absorbed;	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	Nil
(iv) the expenditure incurred on Research and Development.	Nil

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows.

(in Thousands)

Particulars	2023-24	2022-23
Total Foreign Exchange earnings	2,59,380	1,11,510
Total Foreign Exchange outgo	-	-

25. Risk Management Policy:

The Company is exposed to business risks which may be internal as well as external. The Company
follows well established and detailed risk assessment and minimization procedures, which enables
it to recognize and analyze risks early and to take the appropriate action. The senior management
of the Company regularly reviews the risk management process of the Company for effective risk
management.

The Company’s risk management framework is in line with the current best practices and
effectively addresses the emerging challenges in a dynamic business environment. In the opinion
of the Board, none of the risks faced by the Company threaten its existence.

26. The details about the policy developed and implemented by the company on corporate social
responsibility initiatives taken during the year:

The provisions of Corporate Social Responsibility is not applicable to the Company.

27. Statement indicating the manner in which formal annual evaluation of the performance of
the Board, its Committees and of individual directors:

Rule 8 (4) of the Companies (Accounts) Rules, 2014 stipulates that every listed company and every
other public company having a paid-up share capital of twenty-five crore rupees or more calculated
at the end of the preceding financial year shall include, in the report by its Board of directors, a
statement indicating the manner in which formal annual evaluation has been made by the Board of
its own performance and that of its committees and individual directors.

The Company is a private limited Company having paid-up share capital of less than twenty-five
crore rupees and accordingly the aforesaid statement indicating the manner in which formal annual
evaluation being made by the Board of its own performance and that of its committees and
individual directors is not required

28. Details relating to deposits, covered under Chapter V of the Act:

a. accepted during the year	Nil
b. remained unpaid or unclaimed as at the end of the year	Nil
c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved
i. at the beginning of the year;	Nil
ii. maximum during the year;	Nil
iii. at the end of the year;	Nil

29. Details of deposits which are not in compliance with the requirements of Chapter V of the
Act:

During the year there were no deposits which are not in compliance with the requirements of Chapter
V of the Act.

30. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company’s operations in future:

During the year under review there has been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations in
future.

31. Voluntary revision of Financial Statements or Board Report:

Pursuant to section 131 of the Companies Act, 2013 and the rules made thereunder during the year
the company has not revised its Financial Statements or Board’s Report for three preceding financial
years.

32. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements:

The Company has, in all material respects, developed and maintained an adequate internal financial
control system operating effectively throughout the period under review. The said internal financial
controls are developed and updated from time to time considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India.

33. Disclosure, as to whether maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company
and accordingly such accounts and records are made and maintained:

The Company is not required to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013.

34. Statement that the company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place a policy and framework for employees to report sexual harassment cases
at workplace and the process ensures complete anonymity and confidentiality of information.
Internal Complaints Committee has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The Company did not receive any complaint during the year 2023-24.

35. Statutory Auditors:

M/s. N R Krishnamoorthy & Co., Chartered Accountants (Firm Regd No. 001492S), Chennai, (were
appointed as the Statutory Auditors of the Company and who’s term of office expires on the
conclusion of the ensuing Annual General Meeting be and are hereby proposed to be re-appointed
as the Statutory Auditors of the Company for a period of 5 years, who shall hold office from the
conclusion of the ensuing AGM until the conclusion of the AGM of the Company to be held in the
year 2029.

The Company has received a certificate from the statutory auditors to the effect that their
appointment is within the limits prescribed and they are eligible to hold office as Auditors of the
company and is not disqualified.

36. Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

37. Particulars of Top Ten Employees in terms of remuneration drawn: (pursuant to Rule 5(2) The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.)

A statement containing names of employees

(i) employed throughout the financial year, was in receipt of remuneration for that year which, in
the aggregate, was not less than Rupees One Crore and Two Lakhs;- Nil

(ii) employed for a part of the financial year, was in receipt of remuneration for any part of that year,
at a rate which, in the aggregate, was not less than Rupees Eight Lakhs and Fifty Thousand, per
month; - Nil

(iii) employed throughout the financial year or part thereof, was in receipt of remuneration in that
year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess
of that drawn by the Managing Director or Whole-Time Director or Manager and holds by
himself or along with his spouse and dependent children, not less than two percent of the equity
shares of the Company - details of the same, if any, are annexed to this report as “Annexure -
C”

pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

38. Disclosure of director who is in receipt of any commission from the company and who is a
managing or whole-time director of the company and receiving any remuneration or
commission from any holding company or subsidiary company of the company as required
under Section 197(14) of the Act, 2013:

The Company, being a Private Limited Company, this clause is not applicable.

39. Disclosure of the composition of an Audit Committee and where the Board had not accepted
any recommendation of the Audit Committee, the same shall be disclosed in such report along
with the reasons therefor:

The Company is not a Public Companies having (i) paid up share capital of ten crore rupees or
more; or (ii) turnover of one hundred crore rupees or more; or (iii) has, in aggregate, outstanding
loans, debentures and deposits, exceeding fifty crore rupees, hence the Company is not required to
constitute Audit Committee.

40. Disclosure of Vigil Mechanism:

The Company is not a listed company nor the company (i) has accepted deposits from the public or
(ii) has borrowed money from banks and public financial institutions in excess of fifty crore rupees,
hence the company is not required to establish a vigil mechanism for its directors and employees.

41. Provision of Money by Company for Purchase of its Own Shares by Employees or by Trustees
for the Benefit of Employees:

During the year, there we no instances for the company to comply with the provisions of Section
67 of the Companies Act, 2013. However, disclosure as required to be made pursuant to Section 67
read with Rule 16(4) of The Companies (Share Capital and Debentures) Rules, 2014 is as under;

Where the voting rights are not exercised directly by the employees in respect of shares to which
the scheme relates, the Board of Directors shall, inter alia, disclose in the Board’s report for the
relevant financial year the following details, namelw-

(a) the names of the employees who have not exercised the voting rights directly;	Not Applicable
(b) the reasons for not voting directly;	Not Applicable
(c) the name of the person who is exercising such voting rights;	Not Applicable
(d) the number of shares held by or in favour of, such employees and the percentage of such shares to the total paid up share capital of the company;	Nil
(e) the date of the general meeting in which such voting power was exercised;	Not Applicable
(f) the resolutions on which votes have been cast by persons holding such voting power;	Not Applicable
(g) the percentage of such voting power to the total voting power on each resolution;	Nil
(h) whether the votes were cast in favour of or against the resolution	Not Applicable

42. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of
the financial year.

There were, no application made and there are no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.

43. The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof.

Not Applicable.

44. Disclosure on Secretarial Standards:

During the year under review, all necessary requirements as per Secretarial Standards have been
complied.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business
partners/ associates, financial institutions for their consistent support and encouragement to the
Company. We also acknowledge and thank the employees of the company for their active support and
assistance, which has improved your company’s operations considerably.

By Order of the Board of Directors
For METHODHUB SOFTWARE PRIVATE LIMITED

dhandap Digitally ^sig^ned mohindra ^Dig^ital|y ^sig^ned by

UnMINUMr _by DHANDAPANI IVI°^h|ndra _MohindRA

ANI PRASANNA SATINDER satinder mohan

PRASANNA ^{Date: 20240713} MOHAN ^{Date: 20240713}

^PRASANNA 10:29:50 05''30'' IVI°^HAN 10:31:35 05''30''

(Prasanna Dhandapani) (Satinder Mohan Mohindra)

Date: 13.07.2024 Director Director

DIN: 02187044 DIN: 02767144

H22/11, B402, 4th Floor, Aishwaryam 19121 Oak St, Apple Valley
Towers, East Avenue Road, Saai USA- 92308

Baaba Temple, Ambattur, Chennai-
600053,

Tamil Nadu, India